Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 11, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | FITLIFE BRANDS, INC. | |
Entity Central Index Key | 1,374,328 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,408,264 | |
Trading Symbol | FTLF | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 707,599 | $ 1,532,550 |
Accounts receivable, net | 5,217,809 | 2,684,567 |
Security deposits | 25,448 | 26,077 |
Inventory | 3,536,784 | 4,790,301 |
Note receivable, current portion | 12,580 | 16,517 |
Prepaid income tax | 77,000 | 152,000 |
Prepaid expenses and other current assets | 297,012 | 334,483 |
Total current assets | 9,874,232 | 9,536,494 |
PROPERTY AND EQUIPMENT, net | 215,923 | 226,804 |
Note receivable, net of current portion | 52,695 | 52,695 |
Deferred Taxes | 689,000 | 812,879 |
Intangible assets, net | 6,824,005 | 6,929,505 |
TOTAL ASSETS | 17,655,856 | 17,558,378 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,310,397 | 3,363,906 |
Accrued expenses and other liabilities | 901,610 | 1,003,832 |
Litigation Reserve | 90,000 | 95,775 |
Income tax payable | 0 | 0 |
Line of credit | 2,010,305 | 1,490,305 |
Term loan agreement, current portion | 530,333 | 525,589 |
Notes payable | 49,546 | 54,036 |
Total current liabilities | 5,892,190 | 6,533,443 |
LONG-TERM DEBT, net of current portion | 779,718 | 914,138 |
TOTAL LIABILITIES | $ 6,671,908 | $ 7,447,581 |
CONTINGENCIES AND COMMITMENTS | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $.01 par value, 150,000,000 shares authorized; 10,368,112 and 8,198,516 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 103,681 | $ 104,443 |
Subscribed common stock | 402 | 97 |
Treasury stock | 0 | (142,228) |
Additional paid-in capital | 30,880,348 | 30,963,122 |
Accumulated deficit | (20,000,483) | (20,814,637) |
Total stockholders' equity | 10,983,947 | 10,110,797 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 17,655,856 | $ 17,558,378 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
STOCKHOLDERS' EQUITY: | ||
Common Stock, Par Value Per Share | $ .01 | $ .01 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 10,368,112 | 8,198,516 |
Common Stock, Shares, Outstanding | 10,368,112 | 8,198,516 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 7,882,953 | $ 3,842,422 |
Total | 7,882,953 | 3,842,422 |
Cost of Goods Sold | 4,264,691 | 2,266,711 |
Gross Profit | 3,618,262 | 1,575,711 |
OPERATING EXPENSES: | ||
General and administrative | 1,378,859 | 932,246 |
Selling and marketing | 1,196,629 | 603,804 |
Depreciation and amortization | 124,756 | 55,277 |
Total operating expenses | 2,700,244 | 1,591,327 |
OPERATING INCOME (LOSS) | 918,018 | (15,616) |
OTHER (INCOME) AND EXPENSES | ||
Interest expense | 29,429 | 20,648 |
Other expense (income) | (565) | 0 |
Total other (income) expense | 28,864 | 20,648 |
INCOME TAXES (BENEFIT) | 75,000 | 6,000 |
NET INCOME (LOSS) | $ 814,154 | $ (42,263) |
NET INCOME (LOSS) PER SHARE: | ||
Basic | $ 0.08 | $ (0.01) |
Diluted | $ 0.07 | $ (0.01) |
Basic | 10,385,890 | 8,184,126 |
Diluted | 11,398,715 | 8,184,126 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) | $ 814,154 | $ (42,263) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 124,756 | 55,277 |
Capitalization of select merger costs | 0 | 0 |
Common stock issued (cancelled) for services | 43,831 | 402,411 |
Warrants and options issued (cancelled) for services | 15,166 | 0 |
Gain on write-up of investment | 0 | 0 |
Intercompany transfer | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,533,243) | (699,734) |
Inventory | 1,253,518 | 630,806 |
Deferred tax asset | 123,879 | 0 |
Prepaid income tax | 75,000 | 0 |
Prepaid expenses | 37,471 | (8,719) |
Note receivable | 3,936 | 0 |
Deposits | 0 | 0 |
Accounts payable | (1,053,510) | 43,845 |
Accrued liabilities | (102,222) | 19,768 |
Litigation reserve | (5,775) | 0 |
Income tax payable | 0 | 6,000 |
Net cash provided by (used in) operating activities | (1,203,040) | 407,391 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (9,772) | (2,214) |
Long-term investment | 2,027 | 0 |
Repurchases of common stock | 0 | (255,981) |
Net cash provided by (used in) investing activities | (7,745) | (258,196) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of long-term debt | 520,000 | 0 |
Payments for redemption of preferred stock | 0 | 0 |
Repayments of notes payable | (134,166) | (125,247) |
Net cash provided by (used in) financing activities | 385,834 | (125,247) |
INCREASE (DECREASE) IN CASH | (824,951) | 23,948 |
CASH, BEGINNING OF PERIOD | 1,532,550 | 4,353,699 |
CASH, END OF PERIOD | 707,599 | 4,377,646 |
Supplemental disclosure operating activities | ||
Cash paid for interest | $ 29,429 | $ 20,648 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | Summary FitLife Brands, Inc. (the Company NDS www.ndsnutrition.com www.pmdsports.com www.sirenlabs.com www.coreactivenutrition.com NDS Products iSatori Merger www.isatori.com iSatori Products GNC The Company was incorporated in the State of Nevada on July 26, 2005. In October 2008, the Company acquired the assets of NDS Nutritional Products, Inc., a Nebraska corporation, and moved those assets into its wholly owned subsidiary NDS Nutrition Products, Inc., a Florida corporation ( NDS FitLife Brands is headquartered in Omaha, Nebraska and maintains an office in Golden, Colorado, which it acquired in connection with the Merger. For more information on the Company, please go to http://www.fitlifebrands.com iSatori Merger On September 30, 2015, the Company consummated the Merger contemplated by the Agreement and Plan of Merger, dated May 18, 2015 (the "Merger Agreement"), among the Company, ISFL Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and iSatori, pursuant to which iSatori merged with and into Merger Sub, with iSatori surviving as a wholly-owned subsidiary of the Company. The Merger was approved by iSatori shareholders at a special meeting held on September 29, 2015 and became effective on October 1, 2015 (the "Closing Date"). In connection with the closing of the Merger, each share of iSatori common stock outstanding on the Closing Date became exchangeable for 0.1732 shares of the Company's common stock (the "Exchange Ratio"). In the event any iSatori shareholder would otherwise be entitled to a fractional share of the Company's common stock, the Company agreed to pay the value of those fractional interests in cash. The Company has issued a total of 2,315,644 shares of common stock and paid a total of $239 for remaining fractional interests to former iSatori shareholders in connection with the Merger. Pursuant to the terms and conditions of the Merger Agreement, the Company increased the size of its Board of Directors (the "Board") from five to seven members, appointed Stephen Adele, Chief Executive Officer of iSatori, to serve on the Board, and appointed two independent directors, Messrs. Seth Yakatan and Todd Ordal, each of whom were designated by iSatori, to the Board. Concurrently with these appointments, Dr. Fadi Aramouni resigned from the Board. In addition to the foregoing, the Company secured an option to purchase, on or before December 31, 2015, almost 600,000 shares of the Company's common stock, otherwise issuable to the two largest shareholders of iSatori, and secured a right of first refusal to purchase approximately 460,000 shares of the Company's common stock issuable to a certain iSatori shareholder in the connection with the Merger. After careful consideration of many factors, including available cash resources, the Company's Board of Directors elected not to exercise the purchase option prior to its expiration. The right of first refusal, however, remains outstanding. On September 11, 2015, the Company loaned iSatori $750,000 pursuant to a Demand Promissory Note ("Note"), due and payable on demand after October 15, 2015 in the event the Merger was not consummated on or before such date. The proceeds from the Note were to be used by iSatori for the payment, in the ordinary course of business, of payroll and accounts payable of iSatori pending consummation of the Merger. The Note was deemed satisfied in full in connection with the Closing Date of the Merger and was included as an element of the total purchase price, which also included the assumption of outstanding debt of approximately $1.1 million and the issuance of approximately 2.3 million shares of Company common stock. In connection with the Merger, the Company also converted all issued and outstanding options and warrants of iSatori into options and warrants of FitLife in an amount equal to the number of iSatori options and warrants issued and outstanding multiplied by the Exchange Ratio, at an exercise equal to the original exercise price divided by the Exchange Ratio. The treasury stock net equivalent of all issued and outstanding options and warrants were factored into the calculation of the final Exchange Ratio, the vast majority of which were and remain significantly out of the money. At closing, in connection with adjustment provisions outlined in the Merger Agreement, iSatori established certain reserves and write-offs totaling approximately $1.8 million, which write-offs, together with the issuance of the Note and other variances of certain working capital accounts, resulted in a reduction of the Exchange Ratio under the terms of the Merger Agreement from 0.3000 to 0.1732 shares of common stock of the Company for each share of iSatori common stock issued and outstanding. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | Interim Financial Statements The accompanying interim condensed unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation are included. Operating results for the three month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. While management of the Company believes the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission as an exhibit to our Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: Principle of Consolidation The consolidated financial statements include the accounts of the Company and NDS Nutrition Products, Inc. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ( GAAP These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. Revenue Recognition Revenue is derived from product sales. The Company recognizes revenue from product sales in accordance with Accounting Standards Codification ( ASC RevenueRecognition in Financial Statements The Company offers discounts on sales to GNC franchises on many of its products. Discounts are updated monthly and made available to all franchisees. Revenue is recorded net of all discounts taken at the time of sale for all direct sales. Indirect sales involve sales through GNCs centralized distribution platform. Fulfillment to franchisees from GNCs distribution centers often spans several months and accounting periods after the initial indirect sale. Given that the discount programs change monthly, it is impossible to predict with any certainty what discounts will be taken on which products and at what time. As a result, the Company has historically booked gross revenue through the indirect channel upon shipment to GNC. Discounts taken by franchisees upon fulfillment from GNCs distribution center are billed back to the Company as a credit to a future invoice. The Company accounted for these deductions ( Vendor Funded Discounts Accounts Receivable All of the Companys accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company recorded an expense of $0 related to bad debt and doubtful accounts during the quarter ended March 31, 2016. Allowance for Doubtful Accounts The determination of collectability of the Companys accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Companys allowance for doubtful accounts is estimated to cover the risk of loss related to accounts receivable. This allowance is maintained at a level we consider appropriate based on factors that affect collectability. These factors include historical trends of write-offs, recoveries and credit losses, the careful monitoring of customer credit quality, and projected economic and market conditions. Different assumptions or changes in economic circumstances could result in changes to the allowance. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2016, cash and cash equivalents include cash on hand and cash in the bank. Inventory The Companys inventory is carried at the lower of cost or net realizable value using the first-in, first-out ( FIFO Property and Equipment Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows: Asset Category Depreciation/Amortization Period Furniture and fixtures 3 Years Office equipment 3 Years Leasehold improvements 5 Years The Company adopted Statement of Financial Accounting Standard ( FASB Goodwill and Other Intangible Assets Impairment of Long-Lived Assets In accordance with ASC Topic 3605, Long-Lived Assets Income Taxes Deferred income taxes are provided based on the provisions of ASC Topic 740, Accounting for Income Taxes, The Company adopted the provisions of FASB Interpretation No. 48 Accounting For Uncertainty In Income Taxes FIN 48 Concentration of Credit Risk The Company maintains its operating cash balances at a large, commercial bank with offices across the country. The Federal Depository Insurance Corporation ( FDIC Earnings Per Share Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. In the event of a loss, diluted loss per share is the same as basic loss per share, because of the effect of the additional securities, a net loss would be anti-dilutive. Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of the Companys financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable, if any, approximate fair value. Recent Accounting Pronouncements None. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | The Companys inventories as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Finished goods $ 2,554,692 $ 3,381,973 Components 982,092 1,408,328 Total $ 3,536,784 $ 4,790,301 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | The Companys fixed assets as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Equipment $ 816,070 $ 808,324 Accumulated depreciation (600,147 ) (581,520 ) Total $ 215,923 $ 226,804 Depreciation and amortization expense for the three months ended March 31, 2016 was $124,756 as compared to $55,277 for the three month period ended March 31, 2015. |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | During the fiscal year ended December 31, 2014 the Company wrote off the remaining balance of its investment in YogaEarth Group LLC ( YogaEarth Parties Settlement Kaniwa IP On December 22, 2014, the USPTO notified the Company that its claims under the Kaniwa IP were not allowed. The Company filed a response with the USPTO on March 23, 2015. In July 2015, the Company received a Notice of Allowance from the USPTO regarding its claims for the Kaniwa IP. On April 19, the Company received confirmation from the USPTO that the patent related to the Kaniwa IP was issued. |
NOTE PAYABLES
NOTE PAYABLES | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLES | Notes payable consist of the following as of March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Revolving line of credit of $3,000,000 from US Bank, dated April 9, 2009, as amended July 15, 2010, May 25, 2011, August 22, 2012, April 29, 2013, May 22, 2014, June 25, 2014 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 and is secured by 80% of the eligible receivables and 50% of the eligible inventory (such inventory amount not to exceed 50% of the borrowing base) of NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. $ 2,010,305 $ 1,490,305 Term loan of $2,600,000 from US Bank, dated September 4, 2013, at a fixed interest rate of 3.6%. The term loan amortizes evenly on a monthly basis and matures August 15, 2018. 1,310,051 1,439,727 Notes payable for warehouse equipment 49,546 54,036 Total of notes payable and advances 3,369,902 2,984,068 Less current portion (2,590,184) (2,069,930 ) Long-term portion $ 779,718 $ 914,138 As of March 31, 2016, NDS, the Companys wholly owned subsidiary, was not in compliance with certain financial covenants in its existing five-year term loan and revolving line of credit with U.S. Bank (the Bank Note 13 Subsequent Events |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | The Company does not have a commitment and contingency liability associated with any third party consulting agreements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | None. |
NET INCOME _ (LOSS) PER SHARE
NET INCOME / (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET INCOME / (LOSS) PER SHARE | Basic net income per share is calculated by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share also includes the weighted average number of outstanding warrants and options in the denominator. In the event of a loss, the diluted loss per share is the same as basic loss per share. The weighted average number of diluted shares of common stock outstanding for the three months ended March 31, 2016 included 10,385,890 shares of common stock, 110,620 shares of common stock issuable upon the exercise of outstanding common stock purchase warrants, and 902,205 shares of common stock issuable upon the exercise of outstanding options to purchase common stock. The following table represents the computation of basic and diluted income and (losses) per share for the three months ended March 31, 2016 and 2015. March 31, 2016 March 31, 2015 Income / (Losses) available for common shareholders $ 814,154 $ (42,263) Basic weighted average common shares outstanding 10,385,890 8,184,126 Basic income / (loss) per share $ 0.08 $ (0.01) Diluted weighted average common shares outstanding 11,398,715 8,184,126 Diluted income / (loss) per share $ 0.07 $ (0.01) Net income / (loss) per share is based upon the weighted average shares of common stock outstanding. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
EQUITY | Common and Preferred Stock The Company is authorized to issue 150.0 million shares of common stock, $$0.01 par value, of which 10,368,112 common shares were issued and outstanding as of March 31, 2016. The Company is authorized to issue 10,000,000 shares of Series A Convertible Preferred Stock, $0.01 par value, 1,000 shares of its 10% Cumulative Perpetual Series B Preferred Stock, $0.01 par value, and 500 shares of its Series C Convertible Preferred Stock, par value $0.01, none of which were issued and outstanding as of March 31, 2016. As of March 31, 2016, 40,152 shares of common stock were subscribed, and zero shares were held in treasury and reserved for cancellation. Options As of March 31, 2016, 902,205 options to purchase common stock of the Company were issued and outstanding, additional information about which is included in the following table. Original Issued Exercise Price Issuance Date Expiration Date Vesting Issuance 34,640 $ 0.06 04/03/15 04/03/25 No iSatori 55,424 $ 0.06 09/29/15 09/29/25 No iSatori 70,000 $ 0.90 04/13/12 04/13/17 No FitLife 50,000 $ 0.90 01/16/13 01/16/18 No FitLife 50,000 $ 1.00 05/19/11 05/19/16 No FitLife 10,000 $ 1.00 03/04/13 03/04/18 No FitLife 4,330 $ 1.44 09/29/15 09/29/25 No iSatori 40,000 $ 2.20 04/11/14 04/11/19 No FitLife 370,000 $ 2.30 02/23/15 02/23/20 No FitLife 93,503 $ 3.31 02/16/12 02/16/22 No iSatori 29,804 $ 4.62 05/13/15 05/13/25 Yes iSatori 4,330 $ 5.49 04/08/15 04/08/25 No iSatori 1,732 $ 5.81 03/05/15 03/05/25 No iSatori 33,774 $ 5.89 03/23/15 03/23/25 Yes iSatori 8,660 $ 12.13 09/17/13 09/17/23 Yes iSatori 21,650 $ 12.99 09/06/12 09/05/17 No iSatori 7,038 $ 12.99 11/14/12 09/27/22 No iSatori 17,320 $ 14.43 01/16/13 11/30/22 No iSatori 902,205 Warrants The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Companys stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The Black Scholes option-pricing model was the best determinable value of the warrants that the Company knew up front when issuing the warrants in accordance with Topic 505. Other than as expressly noted below, the warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black-Scholes option-pricing model; provided, however, As of March 31, 2016, 110,620 warrants to purchase common stock of the Company were issued and outstanding, additional information about which is included in the following table: Issued Exercise Price Issuance Date Expiration Date Vesting 17,320 $ 12.99 10/01/13 01/01/18 No 43,300 $ 12.99 07/16/13 07/16/18 No 25,000 $ 3.000 11/01/13 11/01/16 No 25,000 $ 2.000 11/01/13 11/01/16 No 110,620 Expected Dividend Yield 0.0% Volatility 40.0% Weighted average risk free interest rate 0.7% Weighted average expected life (in years) 1.4 Private Placements, Other Issuances and Cancellations The Company periodically issues shares of its common stock, as well as options and warrants to purchase shares of common stock to investors in connection with private placement transactions, and to advisors, consultants and employees for the fair value of services rendered. Absent an arms length transaction with an independent third-party, the value of any such issued shares is based on the trading value of the stock at the date on which such transactions or agreements are consummated. The Company expenses the fair value of all such issuances in the period incurred. During the quarter ended March 31, 2016, the Company issued (i) 6,819 shares of common stock subscribed for services rendered by directors that elected to take their board fees in shares of common stock in lieu of cash payment and recorded an expense of $7,501 for the fair value of services rendered, and (ii) 33,333 shares of common stock for services rendered by the Chief Executive Officer subject to time-based vesting that vested during the quarter, for which the Company recorded an expense of $36,330. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The provision (benefit) for income taxes from continued operations for the period ended March 31, 2016 and the year ended December 31, 2015 consist of the following: March 31, December 31, 2016 2015 Current: Federal AMT $ 15,000 $ - State 60,000 - 75,000 - Deferred: Federal $ (289,918 ) $ 5,074 State (39,397) 5,510 (329,315) 10,584 Change in valuation allowance 329,315 (10,584) Provision (benefit) for income taxes, net $ 75,000 $ - Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets consist principally from the following: March 31, 2016 December 31, 2015 Inventory UNICAP $ 41,401 $ 41,401 Allowance for Doubtful Accounts 163,012 162,849 Foreign tax credits 30,086 30,086 Share Based Compensation 39,485 39,485 Other 398 24,100 Property and equipment 16,712 16,712 Net operating loss carryforwards 7,614,810 7,666,946 Valuation allowance (7,093,025 ) (7,168,700 ) Deferred income tax asset 812,879 812,879 Deferred expenses (71,482 ) (71,482 ) Other (52,397 ) (52,397 ) Deferred income tax liability (123,879 ) (123,879 ) Net deferred tax asset $ 689,000 $ 689,000 The Company has net operating loss carryforwards of approximately $22,400,000 for federal purposes available to offset future taxable income through 2035 and 2.298,000 for State of Colorado purposes which expire in various years through 2035, The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, limitations imposed under Section 382 of the Internal Revenue Code, as amended, from change of more than 50% over a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. ASC 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence, giving greater weight to its recent cumulative losses and its ability to carry-back losses against prior taxable income and lesser weight to its projected financial results due to the challenges of forecasting future periods. The Company also considered, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences. At that time the Company continued to have sufficient positive evidence, including recent cumulative profits, a reduction in operating expenses, the ability to carry-back losses against prior taxable income and an expectation of improving operating results, showing a valuation allowance was not required. At the end of the year ended of quarter ended March 31, 2016 and year ended December 31, 2015, expectations of taxable income necessitated a reduction in the valuation allowance and a restoration of $689,000 of deferred tax assets related to net operating losses expected to be utilized in the next 12 months. At March 31, 2016, the Company continues to maintain the deferred tax asset of $689,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Settlement of ERC Matter On September 26, 2014, Environmental Research Center, Inc., a California non-profit corporation ( ERC Notice NDS Proposition 65 Waiver of Term-Loan Covenants On or around May 12, 2016, the Company received a waiver of compliance for certain financial covenants in its existing five-year term loan and revolving line of credit with the Bank for the current period ended March 31, 2016. Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date through the filing of this Quarterly Report on Form 10-Q and determined that no additional subsequent events occurred. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | Interim Financial Statements The accompanying interim condensed unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation are included. Operating results for the three month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. While management of the Company believes the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission as an exhibit to our Annual Report on Form 10-K. |
Principle of Consolidation | The consolidated financial statements include the accounts of the Company and NDS Nutrition Products, Inc. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States ( GAAP These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. |
Revenue Recognition | Revenue is derived from product sales. The Company recognizes revenue from product sales in accordance with Accounting Standards Codification ( ASC RevenueRecognition in Financial Statements The Company offers discounts on sales to GNC franchises on many of its products. Discounts are updated monthly and made available to all franchisees. Revenue is recorded net of all discounts taken at the time of sale for all direct sales. Indirect sales involve sales through GNCs centralized distribution platform. Fulfillment to franchisees from GNCs distribution centers often spans several months and accounting periods after the initial indirect sale. Given that the discount programs change monthly, it is impossible to predict with any certainty what discounts will be taken on which products and at what time. As a result, the Company has historically booked gross revenue through the indirect channel upon shipment to GNC. Discounts taken by franchisees upon fulfillment from GNCs distribution center are billed back to the Company as a credit to a future invoice. The Company accounted for these deductions ( Vendor Funded Discounts |
Accounts Receivable | All of the Companys accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company recorded an expense of $0 related to bad debt and doubtful accounts during the quarter ended March 31, 2016. |
Allowance for Doubtful Accounts | The determination of collectability of the Companys accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Companys allowance for doubtful accounts is estimated to cover the risk of loss related to accounts receivable. This allowance is maintained at a level we consider appropriate based on factors that affect collectability. These factors include historical trends of write-offs, recoveries and credit losses, the careful monitoring of customer credit quality, and projected economic and market conditions. Different assumptions or changes in economic circumstances could result in changes to the allowance. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2016, cash and cash equivalents include cash on hand and cash in the bank. |
Inventory | The Companys inventory is carried at the lower of cost or net realizable value using the first-in, first-out ( FIFO |
Property and Equipment | Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows: Asset Category Depreciation/Amortization Period Furniture and fixtures 3 Years Office equipment 3 Years Leasehold improvements 5 Years The Company adopted Statement of Financial Accounting Standard ( FASB Goodwill and Other Intangible Assets |
Impairment of Long-Lived Assets | In accordance with ASC Topic 3605, Long-Lived Assets |
Income Taxes | Deferred income taxes are provided based on the provisions of ASC Topic 740, Accounting for Income Taxes, The Company adopted the provisions of FASB Interpretation No. 48 Accounting For Uncertainty In Income Taxes FIN 48 |
Concentration of Credit Risk | The Company maintains its operating cash balances at a large, commercial bank with offices across the country. The Federal Depository Insurance Corporation ( FDIC |
Earnings Per Share | Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. In the event of a loss, diluted loss per share is the same as basic loss per share, because of the effect of the additional securities, a net loss would be anti-dilutive. |
Fair Value of Financial Instruments | The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of the Companys financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable, if any, approximate fair value. |
Recent Accounting Pronouncements | None. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Property and Equipment | The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows: Asset Category Depreciation/Amortization Period Furniture and fixtures 3 Years Office equipment 3 Years Leasehold improvements 5 Years |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventories Tables | |
Inventories | The Companys inventories as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Finished goods $ 2,554,692 $ 3,381,973 Components 982,092 1,408,328 Total $ 3,536,784 $ 4,790,301 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property And Equipment Tables | |
PROPERTY AND EQUIPMENT | The Companys fixed assets as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Equipment $ 816,070 $ 808,324 Accumulated depreciation (600,147 ) (581,520 ) Total $ 215,923 $ 226,804 |
NOTE PAYABLES (Tables)
NOTE PAYABLES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Note Payables Tables | |
Notes payable | Notes payable consist of the following as of March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Revolving line of credit of $3,000,000 from US Bank, dated April 9, 2009, as amended July 15, 2010, May 25, 2011, August 22, 2012, April 29, 2013, May 22, 2014, June 25, 2014 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 and is secured by 80% of the eligible receivables and 50% of the eligible inventory (such inventory amount not to exceed 50% of the borrowing base) of NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. $ 2,010,305 $ 1,490,305 Term loan of $2,600,000 from US Bank, dated September 4, 2013, at a fixed interest rate of 3.6%. The term loan amortizes evenly on a monthly basis and matures August 15, 2018. 1,310,051 1,439,727 Notes payable for warehouse equipment 49,546 54,036 Total of notes payable and advances 3,369,902 2,984,068 Less current portion (2,590,184) (2,069,930 ) Long-term portion $ 779,718 $ 914,138 |
NET INCOME _ (LOSS) PER SHARE (
NET INCOME / (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Net Income Loss Per Share Tables | |
NET INCOME / (LOSS) PER SHARE | The following table represents the computation of basic and diluted income and (losses) per share for the three months ended March 31, 2016 and 2015. March 31, 2016 March 31, 2015 Income / (Losses) available for common shareholders $ 814,154 $ (42,263) Basic weighted average common shares outstanding 10,385,890 8,184,126 Basic income / (loss) per share $ 0.08 $ (0.01) Diluted weighted average common shares outstanding 11,398,715 8,184,126 Diluted income / (loss) per share $ 0.07 $ (0.01) |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Tables | |
Options issued and outstanding | As of March 31, 2016, 902,205 options to purchase common stock of the Company were issued and outstanding, additional information about which is included in the following table. Original Issued Exercise Price Issuance Date Expiration Date Vesting Issuance 34,640 $ 0.06 04/03/15 04/03/25 No iSatori 55,424 $ 0.06 09/29/15 09/29/25 No iSatori 70,000 $ 0.90 04/13/12 04/13/17 No FitLife 50,000 $ 0.90 01/16/13 01/16/18 No FitLife 50,000 $ 1.00 05/19/11 05/19/16 No FitLife 10,000 $ 1.00 03/04/13 03/04/18 No FitLife 4,330 $ 1.44 09/29/15 09/29/25 No iSatori 40,000 $ 2.20 04/11/14 04/11/19 No FitLife 370,000 $ 2.30 02/23/15 02/23/20 No FitLife 93,503 $ 3.31 02/16/12 02/16/22 No iSatori 29,804 $ 4.62 05/13/15 05/13/25 Yes iSatori 4,330 $ 5.49 04/08/15 04/08/25 No iSatori 1,732 $ 5.81 03/05/15 03/05/25 No iSatori 33,774 $ 5.89 03/23/15 03/23/25 Yes iSatori 8,660 $ 12.13 09/17/13 09/17/23 Yes iSatori 21,650 $ 12.99 09/06/12 09/05/17 No iSatori 7,038 $ 12.99 11/14/12 09/27/22 No iSatori 17,320 $ 14.43 01/16/13 11/30/22 No iSatori 902,205 |
Warrants issued and outstanding | As of March 31, 2016, 110,620 warrants to purchase common stock of the Company were issued and outstanding, additional information about which is included in the following table: Issued Exercise Price Issuance Date Expiration Date Vesting 17,320 $ 12.99 10/01/13 01/01/18 No 43,300 $ 12.99 07/16/13 07/16/18 No 25,000 $ 3.000 11/01/13 11/01/16 No 25,000 $ 2.000 11/01/13 11/01/16 No 110,620 Expected Dividend Yield 0.0% Volatility 40.0% Weighted average risk free interest rate 0.7% Weighted average expected life (in years) 1.4 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes Tables | |
Provision (benefit) for income taxes | The provision (benefit) for income taxes from continued operations for the period ended March 31, 2016 and the year ended December 31, 2015 consist of the following: March 31, December 31, 2016 2015 Current: Federal AMT $ 15,000 $ - State 60,000 - 75,000 - Deferred: Federal $ (289,918 ) $ 5,074 State (39,397) 5,510 (329,315) 10,584 Change in valuation allowance 329,315 (10,584) Provision (benefit) for income taxes, net $ 75,000 $ - |
Deferred tax assets | Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets consist principally from the following: March 31, 2016 December 31, 2015 Inventory UNICAP $ 41,401 $ 41,401 Allowance for Doubtful Accounts 163,012 162,849 Foreign tax credits 30,086 30,086 Share Based Compensation 39,485 39,485 Other 398 24,100 Property and equipment 16,712 16,712 Net operating loss carryforwards 7,614,810 7,666,946 Valuation allowance (7,093,025 ) (7,168,700 ) Deferred income tax asset 812,879 812,879 Deferred expenses (71,482 ) (71,482 ) Other (52,397 ) (52,397 ) Deferred income tax liability (123,879 ) (123,879 ) Net deferred tax asset $ 689,000 $ 689,000 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - iSatori [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Description of Business | |
Date of merger agreement | May 18, 2015 |
Effective date of merger | Oct. 30, 2015 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Furniture and Fixtures | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 3 years |
Office Equipment | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 3 years |
Leasehold Improvements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies | ||
Recovered bad debt and doubtful accounts | $ 0 | |
Inventory | 3,536,784 | $ 4,790,301 |
FDIC Insurance amount | $ 250,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Inventories | ||
Finished goods | $ 2,554,692 | $ 3,381,973 |
Components | 982,092 | 1,408,328 |
Total | $ 3,536,784 | $ 4,790,301 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
PROPERTY AND EQUIPMENT | ||
Equipment | $ 816,070 | $ 808,324 |
Accumulated depreciation | (600,147) | (581,520) |
Total | $ 215,923 | $ 226,804 |
PROPERTY AND EQUIPMENT (Detai32
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property and Equipment | ||
Depreciation and amortization expense | $ 124,756 | $ 55,277 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Write off expense | $ 50,000 |
NOTE PAYABLES (Details)
NOTE PAYABLES (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Notes payable | ||
Revolving Line of Credit | $ 2,010,305 | $ 1,490,305 |
Term loan | 1,310,051 | 1,439,727 |
Notes payable | 49,546 | 54,036 |
Total of notes payable and advances | 3,369,902 | 2,984,068 |
Less current portion | (2,590,184) | (2,069,930) |
Long-term portion | $ 779,718 | $ 914,138 |
NOTE PAYABLES (Details Narrativ
NOTE PAYABLES (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Note Payables Details | |
Revolving LOC maximum | $ 3,000,000 |
Revolving LOC begin date | Apr. 9, 2009 |
Revolving LOC interest rate | 3.00% |
Revolving LOC maturity date | May 15, 2016 |
Term loan face amount | $ 2,600,000 |
Term loan interest rate | 3.60% |
Term loan maturity date | Aug. 15, 2018 |
NET INCOME _ (LOSS) PER SHARE36
NET INCOME / (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
NET INCOME / (LOSS) PER SHARE | ||
Income / (Losses) available for common shareholders | $ 814,154 | $ (42,263) |
Basic weighted average common shares outstanding | 10,385,890 | 8,184,126 |
Basic income / (loss) per share | $ 0.08 | $ (0.01) |
Diluted weighted average common shares outstanding | 11,398,715 | 8,184,126 |
Diluted income / (loss) per share | $ 0.07 | $ (0.01) |
EQUITY (Details)
EQUITY (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Options Issued | 902,205 |
StockOption1Member | |
Options Issued | 34,640 |
Exercise price | $ / shares | $ 0.06 |
Issuance Date | Apr. 3, 2015 |
Expiration Date | Apr. 3, 2025 |
Vesting | No |
StockOption2Member | |
Options Issued | 55,424 |
Exercise price | $ / shares | $ 0.06 |
Issuance Date | Sep. 29, 2015 |
Expiration Date | Sep. 29, 2025 |
Vesting | No |
StockOption3Member | |
Options Issued | 70,000 |
Exercise price | $ / shares | $ 0.9 |
Issuance Date | Apr. 13, 2012 |
Expiration Date | Apr. 13, 2017 |
Vesting | No |
StockOption4Member | |
Options Issued | 50,000 |
Exercise price | $ / shares | $ 0.9 |
Issuance Date | Jan. 16, 2013 |
Expiration Date | Jan. 16, 2018 |
Vesting | No |
StockOption5Member | |
Options Issued | 50,000 |
Exercise price | $ / shares | $ 1 |
Issuance Date | May 19, 2011 |
Expiration Date | May 19, 2016 |
Vesting | No |
StockOption6Member | |
Options Issued | 10,000 |
Exercise price | $ / shares | $ 1 |
Issuance Date | Mar. 4, 2013 |
Expiration Date | Mar. 4, 2018 |
Vesting | No |
StockOption7Member | |
Options Issued | 4,330 |
Exercise price | $ / shares | $ 1.44 |
Issuance Date | Sep. 29, 2015 |
Expiration Date | Sep. 29, 2025 |
Vesting | No |
StockOption8Member | |
Options Issued | 40,000 |
Exercise price | $ / shares | $ 2.2 |
Issuance Date | Apr. 11, 2014 |
Expiration Date | Apr. 11, 2019 |
Vesting | No |
StockOption9Member | |
Options Issued | 370,000 |
Exercise price | $ / shares | $ 2.3 |
Issuance Date | Feb. 23, 2015 |
Expiration Date | Feb. 23, 2020 |
Vesting | No |
StockOption10Member | |
Options Issued | 93,503 |
Exercise price | $ / shares | $ 3.31 |
Issuance Date | Feb. 16, 2012 |
Expiration Date | Feb. 16, 2022 |
Vesting | No |
StockOption11Member | |
Options Issued | 29,804 |
Exercise price | $ / shares | $ 4.62 |
Issuance Date | May 13, 2015 |
Expiration Date | May 13, 2025 |
Vesting | Yes |
StockOption12Member | |
Options Issued | 4,330 |
Exercise price | $ / shares | $ 5.49 |
Issuance Date | Apr. 8, 2015 |
Expiration Date | Apr. 8, 2025 |
Vesting | No |
StockOption13Member | |
Options Issued | 1,732 |
Exercise price | $ / shares | $ 5.81 |
Issuance Date | Mar. 5, 2015 |
Expiration Date | Mar. 5, 2025 |
Vesting | No |
StockOption14Member | |
Options Issued | 33,774 |
Exercise price | $ / shares | $ 5.89 |
Issuance Date | Mar. 23, 2015 |
Expiration Date | Mar. 23, 2025 |
Vesting | Yes |
StockOption15Member | |
Options Issued | 8,660 |
Exercise price | $ / shares | $ 12.13 |
Issuance Date | Sep. 17, 2013 |
Expiration Date | Sep. 17, 2023 |
Vesting | Yes |
StockOption16Member | |
Options Issued | 21,650 |
Exercise price | $ / shares | $ 12.99 |
Issuance Date | Sep. 6, 2012 |
Expiration Date | Sep. 5, 2017 |
Vesting | No |
StockOption17Member | |
Options Issued | 7,038 |
Exercise price | $ / shares | $ 12.99 |
Issuance Date | Nov. 14, 2012 |
Expiration Date | Sep. 27, 2022 |
Vesting | No |
StockOption18Member | |
Options Issued | 17,320 |
Exercise price | $ / shares | $ 14.43 |
Issuance Date | Jan. 16, 2013 |
Expiration Date | Nov. 30, 2022 |
Vesting | No |
EQUITY (Details 1)
EQUITY (Details 1) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrants Issued | 110,620 |
Expected dividend yield | 0.00% |
Volatility | 40.00% |
Weighted average risk free interest rate | 0.70% |
Weighted average expected life (in years) | 1 year 4 months 24 days |
Warrants1member | |
Warrants Issued | 17,320 |
Exercise price | $ / shares | $ 12.99 |
Issuance Date | Oct. 1, 2013 |
Expiration Date | Jan. 1, 2018 |
Vesting | No |
Warrants2Member | |
Warrants Issued | 43,300 |
Exercise price | $ / shares | $ 12.99 |
Issuance Date | Jul. 16, 2013 |
Expiration Date | Jul. 16, 2018 |
Vesting | No |
Warrants3Member | |
Warrants Issued | 25,000 |
Exercise price | $ / shares | $ 3 |
Issuance Date | Nov. 1, 2013 |
Expiration Date | Nov. 1, 2016 |
Vesting | No |
Warrants4Member | |
Warrants Issued | 25,000 |
Exercise price | $ / shares | $ 2 |
Issuance Date | Nov. 1, 2013 |
Expiration Date | Nov. 1, 2016 |
Vesting | No |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Current income tax provision | ||
Federal AMT | $ 15,000 | $ 0 |
State | 60,000 | 0 |
Total current income tax provision | 75,000 | 0 |
Deferred income tax provision | ||
Federal | (289,918) | 5,074 |
State | (39,397) | 5,510 |
Total deferred income tax provision | (329,315) | 10,584 |
Change in valuation allowance | 329,315 | (10,854) |
Provision (benefit) for income taxes, net | $ 75,000 | $ 6,000 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Income Taxes Details 1 | ||
Inventory UNICAP | $ 41,401 | $ 41,401 |
Allowance for Doubtful Accounts | 163,012 | 162,849 |
Foreign tax credits | 30,086 | 30,086 |
Share Based Compensation | 39,485 | 39,485 |
Other | 398 | 24,100 |
Property and equipment | 16,712 | 16,712 |
Net operating loss carryforwards | 7,614,810 | 7,666,946 |
Valuation allowance | (7,093,025) | (7,168,700) |
Deferred income tax asset | 812,879 | 812,879 |
Deferred expenses | (71,482) | (71,482) |
Other | (52,397) | (52,397) |
Deferred income tax liability | (123,879) | (123,879) |
Net deferred tax asset | $ 689,000 | $ 689,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Income Taxes | ||
Net operating loss carryforwards, Federal | $ 22,400,000 | |
Net operating loss carryforwards, State | 2,298,000 | |
Restored deferred tax assets related to net operating losses | $ 689,000 | $ 689,000 |